EXHIBIT 10.33
EMPLOYMENT AGREEMENT
This Employment Agreement (this “
Agreement ”) is made and entered into as of January 1,
2009 (the “ Effective Date ”) by and between
CytRx Corporation, a Delaware corporation (“ Employer
”), and Jack Barber, an individual and resident of the State
of California (“ Employee ”).
WHEREAS, Employer desires to engage Employee as
an employee, and Employee is willing to be so engaged by Employer,
on the terms set forth in this Agreement.
NOW, THEREFORE, upon the above premises, and in
consideration of the mutual covenants and agreements hereinafter
contained, the parties hereto agree as follows.
1.
Employment . Effective as of the Effective Date,
Employer shall continue to employ Employee, and Employee shall
continue to serve, as Employer’s Chief Scientific Officer on
the terms set forth herein.
2.
Duties; Place of Employment . Employee shall
perform in a professional and business-like manner, and to the best
of his ability, the duties described on Schedule 1 to this
Agreement and such other duties as are assigned to him from time to
time by Employer’s Chief Executive
Officer. Employee understands and agrees that his
duties, title and authority may be changed from time to time in the
discretion of Employer’s Chief Executive
Officer. Employee’s services hereunder shall be
rendered at Employer’s principal scientific laboratory,
except for travel when and as required in the performance of
Employee’s duties hereunder.
3.
Time and Efforts . Employee shall devote all of
his business time, efforts, attention and energies to
Employer’s business and to discharge his duties
hereunder.
4.
Term . The term (the “ Term ”)
of Employee’s employment hereunder shall commence on the
Effective Date and shall expire on December 31, 2009, unless sooner
terminated in accordance with Section 6. Neither
Employer nor Employee shall have any obligation to extend or renew
this Agreement. In the event this Agreement shall not be
extended or renewed, Employer shall continue to pay Employee his
salary as provided for in Section 5.1 during the period
commencing on the final date of the Term and ending on
(a) June 30, 2010 or (b) the date of Employee’s
re-employment with another employer, whichever is
earlier.
5.
Compensation . As the total consideration for
Employee’s services rendered hereunder, Employer shall pay or
provide Employee the following compensation and
benefits:
5.1.
Salary . Employee shall be entitled to receive an
annual salary of Three Hundred Sixty Thousand Dollars ($360,000),
payable in 24 equal semi-monthly
installments on
the 15 th
day and the last day of each
calendar month during the Term, with the first such installment due
on January 15, 2009.
5.2.
Discretionary Bonus . Employee may be eligible
for a bonus for his services during the
Term. Employee’s eligibility to receive a bonus,
any determination to award Employee such a bonus and, if awarded,
the amount thereof shall be in Employer’s sole
discretion.
5.3.
Expense Reimbursement . Employer shall reimburse
Employee for reasonable and necessary business expenses incurred by
Employee in connection with the performance of Employee’s
duties in accordance with Employer’s usual practices and
policies in effect from time to time.
5.4.
Vacation . Employee shall be entitled to twenty
business days of vacation each year during the Term in accordance
with California law.
5.5.
Employee Benefits . Employee shall be eligible to
participate in any medical insurance and other employee benefits
made available by Employer to all of its employees under its group
plans and employment policies in effect during the
Term. Schedule 2 hereto sets forth a
summary of such plans and policies as currently in
effect. Employee acknowledges and agrees that, any such
plans or policies now or hereafter in effect may be modified or
terminated by Employer at any time in its discretion.
5.6.
Payroll Taxes . Employer shall have the right to
deduct from the compensation and benefits due to Employee hereunder
any and all sums required for social security and withholding taxes
and for any other federal, state, or local tax or charge which may
be in effect or hereafter enacted or required as a charge on the
compensation or benefits of Employee.
6.
Termination . This Agreement may be terminated as
set forth in this Section 6.
6.1.
Termination by Employer for Cause . Employer may
terminate Employee’s employment hereunder for
“Cause” upon notice to Employee. “
Cause ” for this purpose shall mean any of the
following:
(a) Employee’s
breach of any material term of this Agreement; provided that the
first occasion of any particular breach shall not constitute such
Cause unless Employee shall have previously received written notice
from Employer stating the nature of such breach and affording
Employee at least ten days to correct such breach;
(b) Employee’s
conviction of, or plea of guilty or nolo contendere to, any
misdemeanor, felony or other crime of moral turpitude;
(c) Employee’s
act of fraud or dishonesty injurious to Employer or its
reputation;
(d) Employee’s
continual failure or refusal to perform his material duties as
required under this Agreement after written notice from Employer
stating the nature of such failure or refusal and affording
Employee at least ten days to correct the same;
(e) Employee’s
act or omission that, in the reasonable determination of
Employer’s Board of Directors (or a Committee of the Board),
indicates alcohol or drug abuse by Employee; or
(f) Employee’s
act or personal conduct that, in the judgment of Employer’s
Board of
